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Application cont'd._4 ULS License - Cellular License- KNKA675 - Cellco Partnership Page 1 of 2 ULS License Cellular License - KNKA675 - Cellco Partnership ® This license has pending applications: 0005799798 Call Sign KNKA675 Radio Service CL - Cellular Status Active Auth Type Regular Market Market CMA266 - Glens Falls, NY Channel Block B Submarket 0 Phase 2 Dates Grant 02/05/2008 Expiration 01/22/2018 Effective 12/20/2012 Cancellation Five Year Buildout Date 04/21/1993 Control Points 3 500 W. Dove Road, TARRANT, Southlake, TX P: (800)264-6620 Licensee FRN 0003290673 Type General Partnership Licensee Cellco Partnership p;(770}797 1070 1120 Sanctuary Pkwy, #150 GASASREG Alpharetta, GA 30009-7630 F:(770)797-1036 ATTN Regulatory E:LicensingCompliance @VerizonWireless.com Contact Verizon Wireless Licensing Manager P:(770)797-1070 LicensingCompliance @VerizonWireless.com F:(770)797-1036 Alpharetta, GA 30009-7630 E:LicensingCompliance @VerizonWireless.com ATTN Regulatory Ownership and Qualifications Radio Service Mobile Type Regulatory Status Common Carrier Interconnected Yes Alien Ownership Is the applicant a foreign government or the representative of No any foreign government? Is the applicant an alien or the representative of an alien? No http://wireless2.fcc.gov/UlsApp/UlsSearch/license.jsp?licKey=12964&printable 7/25/2013 ULS License-Cellular License-KNKA675 -Cellco Partnership Page 2 of 2 Is the applicant a corporation organized under the laws of any No foreign government? Is the applicant a corporation of which more than one-fifth of No the capital stock is owned of record or voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country? Is the applicant directly or indirectly controlled by any other Yes corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens,their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign country? If the answer to the above question is'Yes', has the applicant Yes received a ruling(s) under Section 310(b)(4) of the Communications Act with respect to the same radio service involved in this application? Basic Qualifications The Applicant answered "No" to each of the Basic Qualification questions. Demographics Race Ethnicity Gender http://wireless2.fcc.gov/U1sApp/UlsSearch/license.jsp?licKey=12964&printable 7/25/2013 • ULS License- PCS Broadband License- WPTS935 - Cellco Partnership Page 1 of 2 ULS License PCS Broadband License - WPTS935 - Cellco Partnership Call Sign WPTS935 Radio Service CW - PCS Broadband Status Active Auth Type Regular Market Market BTA164 - Glens Falls, NY Channel Block F Submarket 1 Associated 001890.00000000- Frequencies 001895.00000000 (MHz) 001970.00000000- 001975.00000000 Dates Grant 11/15/2011 Expiration 12/10/2021 Effective 11/15/2011 Cancellation Buildout Deadlines 1st 12/10/2006 2nd Notification Dates 1st 12/05/2006 2nd Licensee FRN 0003290673 Type Joint Venture Licensee Cellco Partnership 1120 Sanctuary Pkwy, #150 GASA5REG P:(770)797-1070 Alpharetta, GA 30009-7630 F:(770)797-1036 ATTN Regulatory E:LicensingCompliance©VerizonWireless.com Contact Verizon Wireless Licensing - Manager P:(770)797-1070 1120 Sanctuary Pkwy #150 GASA5REG F:(770)797-1036 Alpharetta, GA 30009-7630 E:Licensing.Compliance©VerizonWireless.com ATTN Regulatory Ownership and Qualifications Radio Service Mobile Type Regulatory Status Common Carrier Interconnected Yes Alien Ownership Is the applicant a foreign government or the representative of No any foreign government? Is the applicant an alien or the representative of an alien? No http://wireless2.fcc.gov/U1sApp/UlsSearch/license.jsp?licKey=2368362&printable 7/25/2013 ULS License-PCS Broadband License- WPTS935 -Cellco Partnership Page 2 of 2 Is the applicant a corporation organized under the laws of any No foreign government? Is the applicant a corporation of which more than one-fifth of No the capital stock is owned of record or voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country? Is the applicant directly or indirectly controlled by any other Yes corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens,their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign country? If the answer to the above question is'Yes', has the applicant received a ruling(s) under Section 310(b)(4)of the Communications Act with respect to the same radio service involved in this application? Basic Qualifications The Applicant answered No to each of the Basic Qualification questions. Tribal Land Bidding Credits This license did not have tribal land bidding credits. Demographics Race Ethnicity Gender http://wireless2.fcc.goviUlsApp/UlsSearch/license.jsp?1icKey=2368352&printable 7/25/2013 ULS License- 700 MHz Upper Band(Block C) License - WQJQ689 - Cellco Partnership Page 1 of 2 ULS License 700 MHz Upper Band (Block C) License - WQ3Q689 - Cellco Partnership ® This license has pending applications: 0005857785, 0005826903 Call Sign WQJQ689 Radio Service WU - 700 MHz Upper Band (Block C) Status Active Auth Type Regular Market Market REA001 - Northeast Channel Block C Submarket 0 Associated 000746.00000000- Frequencies 000757.00000000 (MHz) 000776.00000000- 000787.00000000 Dates Grant 11/26/2008 Expiration 06/13/2019 Effective 07/12/2013 Cancellation Buildout Deadlines 1st 06/13/2013 2nd 06/13/2019 Notification Dates 1st 2nd Licensee FRN 0003290673 Type General Partnership Licensee Cellco Partnership 1120 Sanctuary Pkwy, #150 GASA5REG P:(770)797-1070 Alpharetta, GA 30009-7630 F:(770)797-1036 ATTN Regulatory E:LicensingCompliance©VerizonWireless.com Contact Verizon Wireless Licensing Manager P:(770)797-1070 LicensingCompliance @VerizonWireless.cam F:(770)797-1036 Alpharetta, GA 30009-7630 E:LicensingCompliance @VerizonWireless.com ATTN Regulatory Ownership and Qualifications Radio Service Mobile Type Regulatory Status Common Carrier Interconnected Yes http://wireless2.fcc.goviUlsApp/UlsSearch/license.jsp?licKey=3060316&printable 7/25/2013 ULS License - 700 MHz Upper Band(Block C)License- WQJQ689 - Cellco Partnership Page 2 of 2 Alien Ownership Is the applicant a foreign government or the representative of No any foreign government? Is the applicant an alien or the representative of an alien? No Is the applicant a corporation organized under the laws of any No foreign government? Is the applicant a corporation of which more than one-fifth of Yes the capital stock is owned of record or voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country? Is the applicant directly or indirectly controlled by any other No corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens,their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign country? If the answer to the above question is'Yes', has the applicant received a ruling(s) under Section 310(b)(4) of the Communications Act with respect to the same radio service involved in this application? Basic Qualifications The Applicant answered "No" to each of the Basic Qualification questions. Tribal Land Bidding Credits This license did not have tribal land bidding credits. Demographics Race Ethnicity Gender http://wireless2.fcc.goviUlsAppfUlsSearch/license.jsp?IicKey=3060316&printable 7/25/2013 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE LAND LEASE AGREEMENT This Agreement ("Agreement"), made this? day of Ivor P 201— between LOST CHALETS, LLC, a New York limited liability company, with its principal offices located at 441 Lockhart Mountain Road, Lake George, New York 12845, hereinafter designated LESSOR and CELLCO PARTNERSHIP d/b/a Verizon Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW 100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the"Parties"or individually as the"Party". 1. PREMISES. LESSOR hereby leases to LESSEE a portion of those certain parcels of property(the entirety of LESSOR's property is referred to hereinafter as the"Property") located at No Number Lockhart Mountain Road, Town of Queensbury, Warren County, State of New York, and being described as a 100± ft. by 100± ft. parcel containing 10,000± square feet (the "Land Space"),together with a non-exclusive right of way and easement(the "Right of Way") for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or by motor vehicle, including trucks, over or along a thirty (30±) foot wide right-of-way (the "Thirty Foot ROW") extending from the Land Space towards and in the vicinity of an existing overhead utility line approximately 450± ft. from the Land Space on the portion of the Property having Tax Map Number 252.-1-5.1 and then over or along a twelve (12±) foot wide right-of-way (the "Twelve Foot ROW') extending from the terminus of the Thirty Foot ROW to a point on the boundary between that portion of the Property with Tax Map Number 252.-1-5.1 and a parcel belonging to the Top of the World Golf Resort, Inc. (the"Golf Resort") and having Tax Map Number 252.-1-15 (the "Golf Course Parcel"), and from another point on the parcel boundary referenced above along an existing roadway servicing the Top of the World Resort to the nearest public right of way, Lockhart Mountain Road (with LESSEE obtaining rights to cross the Golf Course Parcel directly from the Golf Resort along the existing roadway), within which Thirty Foot ROW and Twelve Foot ROW LESSEE shall have the right to construct, improve, replace or extend a roadway, in whole or in part, for its use, and within which Thirty Foot ROW LESSEE shall additionally have the right to install and maintain utility wires, poles, cables, conduits, and pipes over, under, or along such Thirty Foot ROW from the Land Space, said Land Space and Right of Way (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. The Property is also shown on the Tax Maps of the Town of Queensbury as including 670.88, 65.59 and 35.97 acre parcels respectively with Tax Map Numbers 265.-1-52,252.-1-8 and 252.-1-5.1, and is further described in Liber 1433 of Deeds at Page 108 as recorded in the Office of the Clerk of Warren County. In the event any public utility is unable to use the Right of Way, the LESSOR hereby agrees to grant an additional right of way either to the LESSEE or to the public utility at a location which is reasonably agreeable to both LESSOR and LESSEE (or the public utility) and at no cost to the LESSEE, provided however, in no event shall any portion of such additional right of way be placed upon, over, under or through any portion of the Property or the Golf Course Parcel presently or hereafter used as a golf course. 13304149.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTYIDATE: NP DRAFT 6/6/12 APA SITE LESSOR does also hereby grant and release unto LESSEE, its successors and assigns, an easement (the "Easement") over and across the Property comprised of a 200' radius, or such lesser radius as is permitted by the Adirondack Park Agency ("APA"), circle and centered on the center of the tower used for telecommunications located or to be located on the Property (the "Easement Area"). No live tree located wholly within the Easement Area shall be allowed to be cut, felled, pruned, disturbed or cleared by LESSOR or any party taking through LESSOR. Notwithstanding the foregoing, LESSOR or any party taking through LESSOR may remove or cause to be removed from the Easement Area (i) any tree that falls due to an act of nature, (ii) any tree that presents an immediate threat to the safety of LESSOR, its agents, guests or invitees, or to LESSOR'S equipment, or to LESSOR'S access to the Premises, or (iii) as otherwise approved or required by the APA in approving the placement of a wireless facility by a licensed wireless telecommunications carrier, provided however, that such cutting approval by the APA as aforesaid shall only be permitted under this Agreement if LESSEE is furnished with affirmative and express evidence that such cutting shall not be deemed a violation of LESSEE's applicable APA Permit. The term of this Easement shall expire on the expiration or earlier termination of the Lease. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and/or the Premises, and said survey shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". The cost of such work shall be borne by the LESSEE. The drawing at Exhibit"A"may be replaced by a site plan showing the Premises and the location of LESSEE's improvements thereon, which site plan LESSEE shall submit to LESSOR for LESSOR's written approval prior to LESSEE's commencement of construction, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that LESSOR does not furnish LESSEE with such written approval or its specific reasons for disapproval within thirty(30) days after the date of submission of the site plan to LESSOR, LESSOR will be deemed to have approved it. 3. TERM; RENTAL. a. This Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined)at which time rental payments shall commence and be due at a total annual rental for the first year of the initial term of to be paid in equal monthly installments on the first day of the month, in advance, to LESSOR or to such other person, firm or place as LESSOR may, from time to time, designate in writing at Ieast thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 23 below. The Commencement Date shall be the earlier of the first day of the month in which the Iast permit necessary to permit LESSEE's operations in the Premises is obtained or the date which is two years after full execution of this Agreement (either, the "Commencement Date"). However, LESSOR and LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by LESSEE until sixty(60) days after the Commencement Date. The annual rental for each Lease Year during the 1330449.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP GRAFT 6/6/12 APA SITE initial term shall be equal to %) of the annual rental payable with respect to the immediately preceding Lease Year. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. b. LESSOR hereby agrees to provide to LESSEE certain documentation (the "Rental Documentation") evidencing LESSOR's interest in, and right to receive payments under, this Agreement, including without limitation: (i) documentation, acceptable to LESSEE in LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or interest in the Property and right to receive rental payments and other benefits hereunder; (ii) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement; and (iii) other documentation requested by LESSEE in LESSEE's reasonable discretion. From time to time during the Term of this Agreement and within forty-five (45) days after a written request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. The Rental Documentation shall be provided to LESSEE in accordance with the provisions of and at the address given in Paragraph 23. Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments until Rental Documentation has been supplied to LESSEE as provided herein. Within fifteen (15) days of obtaining an interest in the Property or this Agreement, any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall provide to LESSEE Rental Documentation in the manner set forth in the preceding paragraph. From time to time during the Term of this Agreement and within thirty (30) days of a written request from LESSEE, any assignee(s) or transferee(s) of LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. Delivery of Rental Documentation to LESSEE by any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall be a prerequisite for the payment of any rent by LESSEE to such party and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments to any assignee(s), transferee(s) or other successor(s) in interest of LESSOR until Rental Documentation has been supplied to LESSEE as provided herein. c. LESSEE agrees to furnish and install separate electrical service (inclusive of a separate meter) to the site for its intended purpose, provided that such installation is permitted by the local utility company. In the event that the local utility company determines that separate electrical service is not permitted or it is determined by LESSEE that a separate service installation is an impracticable means of service, LESSEE agrees to furnish and install an electrical sub-meter at the Property for the measurement of electrical power used by the LESSEE's installation. LESSOR agrees to allow such installation by LESSEE and upon installation of an electrical sub-meter, LESSOR agrees to be responsible for reading the sub- meter on a quarterly basis and for providing LESSEE with an invoice which includes a copy of the electric invoice from utility and the sub-meter readings. LESSOR shall send its invoice to 13304149.9 I SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE LESSEE at Verizon Wireless, Accounts Payable-Cellsites, 175 Calkins Road, Rochester, NY 14623. LESSEE agrees to promptly reimburse LESSOR for such electrical costs which shall not be construed to be rent. The parties agree that LESSEE shall be relieved of its obligation to reimburse LESSOR for electrical usage which has not been properly invoiced and sent to LESSEE at the above address within one (1) year of the initial invoicing from the utility company to the LESSOR. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year extension terms unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of the intent to terminate at least twelve (12) months prior to the end of the then current term. 5. EXTENSION RENTALS. The annual rental for each lease year during each such five(5) year extension term shall be equal to amilammilim el%)of the annual rental payable with respect to the immediately preceding lease year. 6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least twelve (12) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for three(3) additional five (5) year terms and one (1) additional term of four (4) years thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least twelve (12) months prior to the end of such term. Under no circumstances will the term of this Lease, including all renewals, exceed forty-nine (49) years. The annual rental for each lease year during each such five (5) year additional extension term shall be equal to of the annual rental payable with respect to the immediately preceding lease year. The initial term and all extensions shall be collectively referred to herein as the "Term". 7. TAXES. LESSEE shall have the responsibility to pay any personal property taxes, real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the result of LESSEE's use of the Premises and/or the installation, maintenance, and operation of the LESSEE's improvements, and any sales tax imposed on the rent (except to the extent that LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Property which LESSOR demonstrates arises from the LESSEE's improvements and/or LESSEE's use of the Premises. LESSOR and LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable for any portion of LESSOR's income taxes in connection with any Property or otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property. 13304149 9 ■ SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE LESSEE shall make commercially reasonable efforts to secure a separate tax parcel number for the Land Space, the tax bills for which shall be sent directly to LESSEE. However, if the taxing authority rejects such efforts, LESSOR shall provide to LESSEE a copy of any notice or assessment relating to personal property, real estate taxes, assessments, or charges for which LESSEE is responsible within forty-five (45) days of receipt of the same by LESSOR or a shorter period if necessary to preserve LESSEE's right to appeal, challenge or seek modification of such notice or assessment. LESSEE shall have no obligation to make payment of any personal property taxes, real estate taxes, assessments, or charges until LESSEE has received the notice or assessment relating to such payment as set forth in the preceding sentence. In the event LESSOR fails to provide to LESSEE a copy of any such notice or assessment within the forty- five (45) day (or shorter) period set forth herein, LESSEE shall be relieved of any obligation or responsibility to make payment of any penalties or interest accruing on such personal property taxes, real estate taxes, assessments, or charges referred to in the notice or assessment which was not timely delivered by LESSOR to LESSEE and of any portion of the personal property taxes, real estate taxes, assessments or charges referred to therein which LESSEE reasonably disputes. LESSEE shall not be relieved of the obligation to pay the actual personal property taxes, real estate taxes, assessments, or charges referred to in the notice or assessment which was not timely delivered by LESSOR to LESSEE, such obligation simply being tolled until LESSEE receives such notice or assessment. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this Paragraph, LESSOR will pursue such dispute at LESSEE's sole cost and expense upon written request of LESSEE. 8. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the Right of Way). All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be 13304149.9 • SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/GATE: NP DRAFT 6/6/12 APA SITE required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that (1) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that any soil boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for its use, or (vi) LESSEE, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE shall have no further obligations for the payment of rent to LESSOR. 9. INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of the other Party, or its employees, contractors or agents. 10. INSURANCE. a. The Parties hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases shall apply between the Parties and they shall also apply to any claims under or through either Party as a result of any asserted right of subrogation. All such policies of insurance obtained by either Party concerning the Premises or the Property shall waive the insurer's right of subrogation against the other Party. b. LESSOR and LESSEE each agree that at its own cost and expense, each will maintain commercial general liability insurance with limits not less than $2,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. LESSOR and LESSEE each agree that it will include the other Party as an additional insured. 11. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 9 and 29, neither Party shall be liable to the other, or any of their respective agents, 13304149.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 12. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the Commencement Date provided that three(3)months prior notice is given to LESSOR. 13. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after-installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LESSEE's option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 14. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (including footings to a depth of 6" below grade), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 33 below). If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent as set forth in Paragraph 15 below, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 15. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Paragraph 14 herein, unless the Parties are negotiating a new lease or Iease extension in good faith. In the event that the Parties are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds 13304149.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6112 APA SITE over in violation of Paragraph 14 and this Paragraph 15, then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 14 shall be increased to 110% of the rent applicable during the month immediately preceding such expiration or earlier termination. 16. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term, to grant to a third party by easement or other legal instrument an interest in and to the Premises, or a larger portion of the Property including the Premises, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal to meet any such bona fide offer of transfer on the same terms and conditions of such offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may grant the easement or interest in the Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, any conveyance to LESSOR's family members by direct conveyance or by conveyance to a trust for the benefit of family members, or any other sale of fee title to the Property or a portion thereof shall not be considered a grant of an interest for which LESSEE has any right of first refusal. 17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than LESSEE, or(ii)to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns this Agreement to said third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for the full performance of this Agreement. 18. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 19. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants during the Term that there are no liens,judgments or impediments of title on the Property, or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set forth above. 13304149.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6112 APA SITE 20. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 21. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State in which the Property is located. 22. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE'S assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder. LESSEE may sublet the Premises within its sole discretion, upon notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. 23. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: Lost Chalets, LLC 441 Lockhart Mountain Road Lake George,NY 12845 Attn: James Feeney LESSEE: Cellco Partnership 13304149.9 L SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE d/b/a Verizon Wireless 180 Washington Valley Road Bedminster,New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 25. Not used. 26. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 27. DEFAULT. a. In the event there is a breach by LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach, provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LESSOR with respect to any of the provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSEE may not maintain any action or effect any remedies for default against LESSOR unless and until LESSOR has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by LESSOR if the failure to perform such an obligation interferes with LESSEE's ability to conduct its business on the Property; provided, however, that if the nature of LESSOR's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if 13304149.9 l SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 28. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, LESSOR shall use reasonable efforts to mitigate its damages in connection with a default by LESSEE. If LESSEE so performs any of LESSOR's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by LESSEE shall immediately be owing by LESSOR to LESSEE, and LESSOR shall pay to LESSEE upon demand the full undisputed amount thereof with interest thereon from the date of payment at the greater of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if LESSOR does not pay LESSEE the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from LESSOR, LESSEE may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to LESSOR until the full undisputed amount, including all accrued interest,is fully reimbursed to LESSEE. 29. ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the specific activities of LESSEE in the Premises. b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non- compliance results from conditions caused by LESSEE; and b) any environmental or industrial 13304149.9 L SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 30. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45)days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LESSEE's use of the Premises is impaired. 31. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, LESSEE, in LESSEE's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, LESSEE may, at LESSEE's option, to be exercised in writing within fifteen (15) days after LESSOR shall have given LESSEE written notice of such taking(or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession)terminate this Agreement as of the date the condemning authority takes such possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by reason of such condemnation, LESSOR shall promptly repair any damage to the Premises caused by such condemning authority. 32. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto 13304149.9 l SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 33. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). LESSEE shall, in respect to the condition of the Premises and at LESSEE's sole cost and expense, comply with (a) all Laws relating solely to LESSEE's specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. 34. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 35. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 36. ALTERNATIVE ACCESS. LESSOR acknowledges that LESSEE is being granted an Access and Temporary Construction Easement (the "Golf Course Easement") permitting ingress and egress over a portion of the Golf Course Parcel (the "Golf Course Easement Area") in connection with the facilities contemplated hereunder. If the Golf Resort opts to relocate the Golf Course Easement Area, then LESSOR shall work with the Golf Resort and LESSEE to ensure that LESSEE's ability to access and to provide utilities to the Land Space is not disrupted thereby and shall grant to LESSEE any additional access or utility rights made necessary by such relocation. 37. RELOCATION OF RIGHT OF WAY. If LESSOR desires to relocate the Right of Way such that it follows a gravel road existing on the Property as of the date of this Agreement to the point that it meets the asphalt drive (the "Existing Asphalt Drive") existing on an adjacent parcel belonging to the Top of the World Homeowners' Association(Tax Parcel Number 252.00- 1-5.2), then LESSOR may on one occasion, with LESSEE's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, relocate LESSEE's Right of Way to such location on the Property. LESSEE shall pay any and all reasonable costs associated with such relocation provided that the Golf Resort has not previously required LESSEE to relocate the Golf Course Easement Area, but any relocation which follows the relocation of the Golf Course Easement Area shall be at LESSOR's sole cost and expense. Before any such relocation shall be permitted, LESSOR shall provide LESSEE with sufficient documentation for LESSEE's legal 13304149.9 k SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 6/6/12 APA SITE counsel to be able to verify that LESSOR has legally sufficient rights to grant LESSEE's Right of Way in the new location and shall execute any documents necessary to amend this Agreement and any associated documents to effectuate such relocation including, but not limited to, a partial assignment of LESSOR's rights to use the Existing Asphalt Drive. 38. LEGAL FEES. Within sixty(60)days after full execution of this Agreement and all necessary associated documents (including, but not necessarily limited to, a memorandum of lease, access and utility easements, TP-584 and W-9 forms, title curatives, and governmental consents or authorizations), which date of full execution shall be acknowledged in writing by both Lessor and Lessee, Lessee shall pay to Lessor a one-time payment of One Thousand Five Hundred Dollars ($1,500.00) to cover Lessor's legal fees incurred in connection with this Project. [The remainder of this page is intentionally left blank.] 13304149.9 SITE NAME: Pilot Knob SITE NUMBER: NYGLE573 ATTY/DATE: NP DRAFT 616/12 APA SITE IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. /4 7 ���� LESSOR: LOST C 1• LET., LLC 0/xk-111)(4 GC/ B y WITNESS ' nted N �:� � Its: LESS I E: CELL 0 PA'• NERSHIP d/b/a Verizon Wire ss --_i&CALAVAEL By: WITNESS Name: avid R. Heverling Title: Area Vice Presiders Network Lt 13304149.9